Common use of Resignation or Replacement of Trustee Clause in Contracts

Resignation or Replacement of Trustee. The Trustee may resign by giving to the City, the Beneficial Owners and the Bondholders 90 days' notice of such resignation, provided, however that no such resignation shall become effective until a successor has been appointed and has accepted the duties of Trustee. The present or any future Trustee may be removed at any time by the Bondholders by an instrument in writing, executed by the City and the Company, so long as the Company is not in default or by the owners of a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that no such removal shall become effective until a successor has been appointed and has accepted the duties of Trustee hereunder. In case the Trustee shall at any time resign or be removed or otherwise become incapable of acting, subject to the prior written approval of the City, a successor may be appointed by the owners of a majority in aggregate principal amount of the Bonds Outstanding by an instrument or concurrent instruments signed by such Bondholders, or their attorneys-in-fact duly appointed; provided that the City may appoint a successor until a new successor shall be appointed by the Bondholders as herein authorized. The City upon making such appointment shall forthwith give notice thereof to the Bondholders and to the Company, which notice may be given concurrently with the notice of resignation given by any resigning Trustee. Any successor so appointed by the City shall immediately and without further act be superseded by a successor appointed in the manner above provided by the owners of a majority in aggregate principal amount of the Bonds Outstanding. Every successor shall always be a bank or trust company (or a subsidiary thereof) in good standing, qualified to act hereunder, and having a combined capital, surplus and undivided profits of not less than $25,000,000. An successor appointed hereunder shall execute, acknowledge and deliver to the City an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, who shall duly assign, transfer and deliver to the successor all properties and monies held by it under this Indenture. Should any instrument in writing from the City be reasonably required by any successor for such vesting and confirming, the City shall execute, acknowledge and deliver the said deeds, conveyances and instruments on the request of such successor. The notices herein provided for, to be given to the Bondholders, shall be given by mailing a copy of such notices by first class mail to the Bondholders at their addresses as the same shall last appear upon the registration books. The notice herein provided for to be given to the City, the Company and the retiring Trustee, shall be given in accordance with Section 11.07 hereof. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section, shall be filed and/or recorded by the successor Trustee in each recording office where this Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. The present or any future Trustee may resign by giving written notice to the City, the Beneficial Owners District and the Bondholders 90 days' notice of such resignation, provided, however that no Corporation not less than 60 days before such resignation shall become effective until a successor has been appointed and has accepted the duties of Trusteeis to take effect. The present or any future Trustee may be removed at any time by the Bondholders Corporation, at the direction of the District, or by an instrument in writing, writing executed by the City and the Company, so long as the Company is not in default or by the owners of a majority in aggregate principal amount of the Bonds Certificates then Outstanding, upon 30 days written notice to the Trustee. Such resignation or removal shall take effect only upon the appointment of a successor qualified as provided in the third paragraph of this Section 8.3 and acceptable to the District; provided, however, that if no such successor is appointed within 60 days following the date designated in the notice for the Trustee's resignation or removal shall become effective until to take effect, the Trustee may petition a successor has been appointed and has accepted court of competent jurisdiction for the duties appointment of Trustee hereundera successor. In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, subject to the prior written approval of the City, a successor may be appointed by the Corporation, at the direction of the District, or by the owners of a majority in aggregate principal amount of the Bonds Certificates Outstanding by an instrument or concurrent instruments signed by the Corporation or such BondholdersOwners, or their attorneys-in-attorneys in fact duly appointed; provided that , as the City case may appoint a successor until a new successor shall be appointed by the Bondholders as herein authorizedbe. The City District upon making such appointment shall forthwith give notice thereof to each Owner and the Bondholders and to the CompanyCorporation, which notice may be given concurrently with the notice of resignation given by any resigning Trustee. Any successor so appointed by the City shall immediately and without further act be superseded by a successor appointed in the manner above provided by the owners of a majority in aggregate principal amount of the Bonds Outstanding. Every successor shall always be a bank or bank, trust company (or a subsidiary thereof) holding company in good standing, qualified to act hereunder, and having a combined capital, capital surplus and undivided profits of not less than $25,000,00075,000,000, and acceptable to the District. An Any successor appointed hereunder shall execute, acknowledge and deliver to the City District and to the Corporation an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee hereinherein and thereupon the duties and obligations of the predecessor shall cease and terminate; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, who which shall duly assign, transfer and deliver to the successor all properties and monies moneys held by it under this Indenture. Should any instrument in writing from the City District or the Corporation be reasonably required by any successor for such more fully and certainly vesting in and confirmingconfirming to it, the City shall executesaid instruments in writing shall, acknowledge at the reasonable discretion of the District, be made, executed, acknowledged and deliver delivered by the said deeds, conveyances and instruments District or the Corporation on the request of such successor. The notices herein provided for, to be given to the Bondholders, shall be given by mailing a copy of such notices by first class mail to the Bondholders at their addresses as the same shall last appear upon the registration books. The notice herein provided for to be given to the City, the Company and the retiring Trustee, shall be given in accordance with Section 11.07 hereof. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section, Section shall be filed and/or recorded by the successor Trustee in each recording office office, if any, where this Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. The present or any future Trustee may resign by giving written notice to the CityTransportation Enterprise not less than 60 days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of a successor qualified as provided in subsection (b) of this Section. If no successor is appointed within 60 days following the date designated in the notice for the Trustee’s resignation to take effect, the Beneficial Owners and resigning Trustee may petition a court of competent jurisdiction for the Bondholders 90 days' notice appointment of such resignation, provided, however that no such resignation shall become effective until a successor has been appointed and has accepted the duties of Trusteesuccessor. The present or any future Trustee may be removed at any time (i) by the Bondholders Transportation Enterprise in the event the Transportation Enterprise reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Transportation Enterprise or the Secured Parties, provided that the Trustee may not be removed during the pendency of an Indenture Event of Default without the written consent of the Owners of a majority of the Bond Ownership Rights represented by the Senior Bonds and the TIFIA Bonds and, during the pendency of a Bankruptcy Related Event with respect to the Transportation Enterprise, the written consent of the TIFIA Lender; or (ii) by an instrument in writing, writing executed by the City and the Company, so long as the Company is not in default or by the owners Owners of a majority in aggregate principal amount of the Bond Ownership Rights represented by the Senior Bonds then Outstanding; provided, however, that and the TIFIA Bonds for any reason or for no such removal shall become effective until a successor has been appointed and has accepted the duties of Trustee hereunderreason. In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, subject to the prior written approval of the City, a successor may be appointed by the owners of a majority in aggregate principal amount of Transportation Enterprise. Upon making any such appointment, the Bonds Outstanding by an instrument or concurrent instruments signed by such Bondholders, or their attorneys-in-fact duly appointed; provided that the City may appoint a successor until a new successor shall be appointed by the Bondholders as herein authorized. The City upon making such appointment Transportation Enterprise shall forthwith give notice thereof to the Bondholders and to the Companyeach Owner of Bonds, which notice may be given concurrently with the notice of resignation given by any resigning TrusteeTrustee and shall include a description of the right of the each Owner of Senior Bonds and the TIFIA Lender to object to the appointment. Any successor so Trustee appointed by the City Transportation Enterprise pursuant to this subsection shall immediately and without further act be superseded by a successor appointed in the manner above provided removed by the owners Transportation Enterprise if the Owners of a majority in aggregate principal amount of the Bond Ownership Rights represented by the Senior Bonds Outstandingand the TIFIA Lender object to the appointment by an instrument or concurrent instruments signed by such Owners, or their duly appointed attorneys-in-fact, delivered to the Transportation Enterprise within 60 days following the date of the Transportation Enterprise’s notice of the appointment of such successor. If the Owners of a majority of the Bond Ownership Rights represented by the Senior Bonds and the TIFIA Lender object to the appointment of a successor Trustee pursuant to this subsection, the Transportation Enterprise shall appoint another successor Trustee and the Owners of the Senior Bonds and the TIFIA Lender shall have the same right to object to the new successor Trustee. Every successor Trustee shall always be a bank or trust company (or a subsidiary thereof) in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, qualified to act hereunder, and having a combined capital, capital and surplus and undivided profits of not less than $25,000,00050,000,000. An Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the City Transportation Enterprise an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, who which shall duly assign, transfer and deliver to the successor all properties and monies moneys held by it under this Master Indenture. Should any instrument in writing from the City Transportation Enterprise be reasonably required by any successor for more fully and certainly vesting in and confirming to it, such vesting instrument in writing shall, at the reasonable discretion of the Transportation Enterprise, be made, executed, acknowledged and confirming, delivered by the City shall execute, acknowledge and deliver the said deeds, conveyances and instruments Transportation Enterprise on the request of such successor. The notices herein provided for, to be given to the Bondholders, shall be given by mailing a copy of such notices by first class mail to the Bondholders at their addresses as the same shall last appear upon the registration books. The notice herein provided for to be given to the City, the Company and the retiring Trustee, shall be given in accordance with Section 11.07 hereof. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section, Section shall be filed and/or recorded by the successor Trustee in each recording office office, if any, where this Master Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. The present or any future Trustee may resign by giving written notice to the CityTransportation Enterprise not less than 60 days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of a successor qualified as provided in subsection (b) of this Section. If no successor is appointed within 60 days following the date designated in the notice for the Trustee’s resignation to take effect, the Beneficial Owners and resigning Trustee may petition a court of competent jurisdiction for the Bondholders 90 days' notice appointment of such resignation, provided, however that no such resignation shall become effective until a successor has been appointed and has accepted the duties of Trusteesuccessor. The present or any future Trustee may be removed at any time (i) by the Bondholders Transportation Enterprise in the event the Transportation Enterprise reasonably determines that the Trustee is not duly performing its obligations hereunder or that such removal is in the best interests of the Transportation Enterprise or the Secured Parties, provided that the Trustee may not be removed during the pendency of an Indenture Event of Default without the written consent of the Owners of a majority of the Bond Ownership Rights represented by the Senior Bonds and the TIFIA Bonds and, during the pendency of a Bankruptcy Related Event with respect to the Transportation Enterprise, the written consent of the XXXXX Xxxxxx; or (ii) by an instrument in writing, writing executed by the City and the Company, so long as the Company is not in default or by the owners Owners of a majority in aggregate principal amount of the Bond Ownership Rights represented by the Senior Bonds then Outstanding; provided, however, that and the TIFIA Bonds for any reason or for no such removal shall become effective until a successor has been appointed and has accepted the duties of Trustee hereunderreason. In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, subject to the prior written approval of the City, a successor may be appointed by the owners of a majority in aggregate principal amount of Transportation Enterprise. Upon making any such appointment, the Bonds Outstanding by an instrument or concurrent instruments signed by such Bondholders, or their attorneys-in-fact duly appointed; provided that the City may appoint a successor until a new successor shall be appointed by the Bondholders as herein authorized. The City upon making such appointment Transportation Enterprise shall forthwith give notice thereof to the Bondholders and to the Companyeach Owner of Bonds, which notice may be given concurrently with the notice of resignation given by any resigning TrusteeTrustee and shall include a description of the right of the each Owner of Senior Bonds and the XXXXX Xxxxxx to object to the appointment. Any successor so Trustee appointed by the City Transportation Enterprise pursuant to this subsection shall immediately and without further act be superseded by a successor appointed in the manner above provided removed by the owners Transportation Enterprise if the Owners of a majority in aggregate principal amount of the Bond Ownership Rights represented by the Senior Bonds Outstandingand the XXXXX Xxxxxx object to the appointment by an instrument or concurrent instruments signed by such Owners, or their duly appointed attorneys-in-fact, delivered to the Transportation Enterprise within 60 days following the date of the Transportation Enterprise’s notice of the appointment of such successor. If the Owners of a majority of the Bond Ownership Rights represented by the Senior Bonds and the XXXXX Xxxxxx object to the appointment of a successor Trustee pursuant to this subsection, the Transportation Enterprise shall appoint another successor Trustee and the Owners of the Senior Bonds and the TIFIA Lender shall have the same right to object to the new successor Trustee. Every successor Trustee shall always be a bank or trust company (or a subsidiary thereof) in good standing, with an office located in the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, qualified to act hereunder, and having a combined capital, capital and surplus and undivided profits of not less than $25,000,00050,000,000. An Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the City Transportation Enterprise an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, who which shall duly assign, transfer and deliver to the successor all properties and monies moneys held by it under this Master Indenture. Should any instrument in writing from the City Transportation Enterprise be reasonably required by any successor for more fully and certainly vesting in and confirming to it, such vesting instrument in writing shall, at the reasonable discretion of the Transportation Enterprise, be made, executed, acknowledged and confirming, delivered by the City shall execute, acknowledge and deliver the said deeds, conveyances and instruments Transportation Enterprise on the request of such successor. The notices herein provided for, to be given to the Bondholders, shall be given by mailing a copy of such notices by first class mail to the Bondholders at their addresses as the same shall last appear upon the registration books. The notice herein provided for to be given to the City, the Company and the retiring Trustee, shall be given in accordance with Section 11.07 hereof. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section, Section shall be filed and/or recorded by the successor Trustee in each recording office office, if any, where this Master Indenture shall have been filed and/or recorded.

Resignation or Replacement of Trustee. The Trustee may resign by giving to the CityIssuer, the Beneficial Owners and the Bondholders 90 days' notice of such resignation, provided, however that no such resignation shall become effective until a successor has been appointed and has accepted the duties of Trustee. The present or any future Trustee may be removed at any time by the Bondholders by an instrument in writing, executed by the City Issuer and the Company, so long as the Company is not in default or by the owners of a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that no such removal shall become effective until a successor has been appointed and has accepted the duties of Trustee hereunder. In case the Trustee shall at any time resign or be removed or otherwise become incapable of acting, subject to the prior written approval of the CityIssuer, a successor may be appointed by the owners of a majority in aggregate principal amount of the Bonds Outstanding by an instrument or concurrent instruments signed by such Bondholders, or their attorneys-in-fact duly appointed; provided that the City Issuer may appoint a successor until a new successor shall - 66 - be appointed by the Bondholders as herein authorized. The City Issuer upon making such appointment shall forthwith give notice thereof to the Bondholders and to the Company, which notice may be given concurrently with the notice of resignation given by any resigning Trustee. Any successor so appointed by the City Issuer shall immediately and without further act be superseded by a successor appointed in the manner above provided by the owners of a majority in aggregate principal amount of the Bonds Outstanding. Every successor shall always be a bank or trust company (or a subsidiary thereof) in good standing, qualified to act hereunder, and having a combined capital, surplus and undivided profits of not less than $25,000,000. An successor appointed hereunder shall execute, acknowledge and deliver to the City Issuer an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor, who shall duly assign, transfer and deliver to the successor all properties and monies held by it under this Indenture. Should any instrument in writing from the City Issuer be reasonably required by any successor for such vesting and confirming, the City Issuer shall execute, acknowledge and deliver the said deeds, conveyances and instruments on the request of such successor. The notices herein provided for, to be given to the Bondholders, shall be given by mailing a copy of such notices by first class mail to the Bondholders at their addresses as the same shall last appear upon the registration books. The notice herein provided for to be given to the CityIssuer, the Company and the retiring Trustee, shall be given in accordance with Section 11.07 hereof. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section, shall be filed and/or recorded by the successor Trustee in each recording office where this Indenture shall have been filed and/or recorded.